MOODYS CORP /DE/
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 4, 2026
MCO$505.67-1.9%Stored close · as of Nov 6, 2026
Contents
ELEMENTS OF MOODY’S COMPENSATION PROGRAM
The following table lists the elements of Moody’s 2025 annual executive compensation program and the primary purpose of each.
| Base Salary | |
| Form | Fixed Cash Compensation |
| Objectives and Basis | Base salary is intended to provide a degree of certainty with respect to compensation and is determined based on the level of pay that is appropriate given professional status, role, market value, accomplishments and internal equity. |
| Annual Cash Incentives | |
| Form | At Risk Cash Compensation |
| Objectives and Basis | Annual cash incentives are intended to reward Company and individual performance and assist in motivating and retaining management.Award payouts are finalized at the Committee’s February meeting following the performance year in question; payouts primarily reflect: (i) the Company’s financial performance measured by year-on-year growth in (a) MIS operating income, (b) MA operating income and (c) MA Annualized Recurring Revenue ("MA ARR"), and (ii) a qualitative assessment of certain strategic and operational metrics. Award payouts may be adjusted based upon the outcome of an extensive review of each NEO’s performance against his or her annual objectives. Actual payouts typically occur at the beginning of March following the performance year in question.Awards are made under the 2004 Moody’s Corporation Covered Employee Cash Incentive Plan, as amended (the “2004 Plan”), although the Committee retains discretion to pay cash incentives outside of the 2004 Plan when circumstances warrant. |
| Moody’s Corporation | 44 | 2026 Proxy Statement |
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| Long-Term Incentive Compensation | |
| Form | At Risk Compensation in Stock Options, Performance Shares and RSUs |
| Objectives and Basis | To help balance the need to motivate the NEOs to drive long-term stockholder value, retain the NEOs, manage the number of shares used to deliver equity awards, and allow the Company to reward the achievement of a broader set of long-term goals, the Committee delivers equity incentive compensation through a combination of stock options, performance shares and RSUs.Stock options have a strike price of no less than 100% of the average of the high and the low market price of the Common Stock on the date of grant and vest based on continued service over four years in annual 25% increments, which means that executives: (i) will realize value from their awards only if the market price of the Company’s stock has appreciated above the options’ exercise price at or after the time the options have vested, and (ii) will be motivated to remain with the Company due to the multi-year vesting schedule. Stock options expire 10 years after the applicable grant date.Performance shares are earned following the completion of a three-year performance period only if pre-established performance goals are met or exceeded. For the 2025-2027 performance period, these performance goals are based on MCO EPS for Compensation Purposes (weighted at 50%), MIS Ratings Performance (weighted at 25%) and MA Cumulative Revenue (weighted at 25%). At the discretion of the Committee, the number of performance shares that vest and the corresponding number of shares actually issued at the end of the three-year performance period may be less than the number determined by the performance goal formula. For the performance cycle ending on December 31, 2025, with shares vesting in 2026, the Committee did not use any discretion to reduce the final payout factor.RSUs vest equally in four annual installments, subject to continued employment through each such vesting date. Such awards motivate executives to remain with the Company due to the multi-year vesting schedule and align executive and stockholder interests. |
| Perquisites | |
| Form | Limited |
| Objectives and Basis | Moody’s generally does not provide perquisites or other personal benefits with an aggregate incremental cost to the Company of more than $10,000 to any of its NEOs, other than security arrangements for certain NEOs. |
| Retirement Benefits | |
| Form | Broad-based Tax-qualified and Non-tax-qualified Plans |
| Objectives and Basis | Defined Contribution PlansMoody’s offers its U.S. employees, including the NEOs, the opportunity to participate in a tax-qualified defined contribution plan, the Profit Participation Plan, and offers highly compensated senior management, including the NEOs who reside in the U.S., a voluntary deferred compensation plan (the “Moody’s Corporation Deferred Compensation Plan” or “DCP”).The primary purpose of the DCP is to allow certain employees to make pre-tax deferrals into a non-tax-qualified plan and to receive the maximum company match on compensation without regard to Internal Revenue Service (“IRS”) limits that apply to the Profit Participation Plan. The Company match only applies to deferrals in excess of the IRS limit on compensation that can be taken into account under a tax-qualified defined contribution plan. In addition, the Company will credit to the DCP employer contributions that would have been made to the Profit Participation Plan but for the application of the IRS total contribution limit. Additional information regarding the DCP is found beginning on page 67.Defined Benefit PlansCertain NEOs based in the U.S. participate in the tax-qualified Moody’s Corporation Retirement Account (the “Retirement Account”) and the non-tax-qualified Pension Benefit Equalization Plan (“PBEP”) which restores benefits that cannot be delivered through the Retirement Account due to IRS qualified plan limits. Both of these defined benefit pension plans have been closed to new participants since 2008.More details regarding the Retirement Account and the PBEP are provided in the narrative following the Pension Benefits Table for 2025 on page 65. |
| Moody’s Corporation | 45 | 2026 Proxy Statement |
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